Replacement re: Acquisition

Proteome Sciences PLC 31 May 2002 The issuer advises that the following replaces the Proposed Acquisition announcement released today, at 8:29, under RNS number 6998W. The Announcement contained formatting errors that showed that Aventis R&T will own (??14.8%??) of the share capital of Proteome Sciences. This should be 15.8%. The full amended text appears below. Proteome Sciences plc PRESS RELEASE PROTEOME SCIENCES ANNOUNCES PROPOSED ACQUISITION OF AVENTIS R AND T PROTEOMICS DIVISION For Immediate Release 31st May, 2002 The Board of Proteome Sciences plc (Proteome Sciences) is pleased to announce that non-binding Heads of Agreement have been signed for the Company to acquire Xzillion Proteomics GmbH & Co. KG (Xzillion) the proteomics division of Aventis Research and Technologies GmbH & Co. KG (Aventis R&T). Negotiations finalising the formal documentation are in progress, subject to an exclusivity agreement between the parties and it is anticipated that completion of the transaction will take place by the end of June. The consideration which values Xzillion at £12.6m, will be satisfied by the issue of 18 million new ordinary shares of 1p each in the Company, based on a price of 70p per share. Following the issue of these shares, and the placing announced today, Aventis R& T will own 15.8% of the enlarged share capital of Proteome Sciences. Following completion Dr. Wolfgang Schuller, Chief Executive Officer of Aventis R &T, will be invited to join the Board as a non executive director. At the time of completion, it is expected that Xzillion will have cash holdings of £3.5m. Xzillion has entered into a strategic research agreement with Aventis Pharma in proteomics. Xzillion owns a proprietary technology PST (Protein Sequence Tags) which offers an exponential improvement in speed, sensitivity protein coverage, accuracy and cost efficiency in the field of high throughput protein expression. These integrated and automated technologies provide a unique way to discover novel proteins as targets or markers or to identify the mode of action of drugs and drugs targets. These are entirely complementary to Proteome Sciences activities. Christopher Pearce, Chief Executive of Proteome Sciences, said : 'The proposed acquisition of Xzillion provides Proteome Sciences with high throughput capacity to add to our existing high sensitivity protein separation and characterisation techniques. This takes us closer to drug discovery, drug candidate selection and lead optimisation and consolidates Proteome Sciences' position as a leader in proteomics in human diseases. The transaction should accelerate the development and commercialisation of novel diagnostic, prognostic and therapeutic applications'. Dr. Wolfgang Schuller, CEO of Aventis R&T commented : 'The combination of Xzillion's technology position with Proteome Sciences's position in patented differential protein expressions in disease offer tremendous opportunities to the combined business in the market, that each stand alone company would never achieve in a comparable time.' For further information please contact: Proteome Sciences plc Tel : +44 (0) 1932 865065 Christopher Pearce, Chief Executive e-mail : christopher.pearce@proteome.co.uk www.proteome.co.uk Public Relations for Proteome Sciences Ikon Associates Adrian Shaw Tel : +44 (0) 1483 271291 Mobile : + 44(0) 797 9900733 e-mail : adrian@ikon-associates.com Aventis Research &Technologies GmbH & Co KG Dr. Wolfgang Schuller Chief Executive Industrial Park Hoechst Building G865 65926 Frankfurt/M Germany Ulrich Auch Tel : +49 (0)69 305 5677 Notes to Editors Proteome Sciences plc applies high sensitivity proteomics to identify and characterise differential protein expression in diseases for diagnostic, prognostic and therapeutic applications. It has to date developed sensitive blood assays for stroke, nvCJD, BSE and solid organ transplantation. The main focus of its research currently addresses neurological, neurodegenerative, diabetes/obesity, oncology and cardiovascular conditions. Commercialisation of these programmes will be effected through strategic partnerships. Proteome Sciences is also the largest shareholder in Intronn Inc., the US Company that has developed SMaRTTM, a technology able to modify gene expression at the mRNA level. This information is provided by RNS The company news service from the London Stock Exchange